Beijing JunZeJun Law Firm
About Shenzhen Farben Information Technology Co.Ltd(300925)
Applying for issuing convertible corporate bonds to unspecified objects
Supplementary legal opinion (I)
May, 2002
Address: 11th floor, Jinbao building, No. 89 Jinbao Street, Dongcheng District, Beijing
Address: 11F, Jinbao tower, 89 Jinbao Street, Dongcheng District, Beijing, Chi na Tel: (86 10) 66523388 / Fax: (86 10) 66523399
Website: www.junzej un.com co m
catalogue
interpretation…… 3 the first part is about the explanation and reply to the questions related to the audit inquiry letter five
I Question 2 of the audit inquiry letter five
II Question 3 of the audit inquiry letter sixteen
III Question 4 of the audit inquiry letter twenty-two
Part II update of relevant information of the issuer twenty-four
I Approval and authorization of this offering twenty-four
II The issuer’s subject qualification for this offering twenty-four
III The substantive conditions of this offering twenty-four
IV Establishment of the issuer twenty-eight
V Independence of the issuer twenty-nine
Vi Shareholders and actual controllers of the issuer twenty-nine
VII The share capital and evolution of the issuer thirty
VIII Issuer’s business thirty
IX Related party transactions and horizontal competition thirty-two
X The principal property of the issuer fifty-three
Xi Significant creditor’s rights and debts of the issuer 57 XII Major asset changes and mergers and acquisitions of the issuer 62 XIII Formulation and amendment of the issuer’s articles of Association 62 XIV Rules of procedure and standardized operation of the issuer’s general meeting of shareholders, the board of directors and the board of supervisors 63 XV Directors, supervisors, senior managers and core technicians of the issuer and their changes 66 XVI Taxes and subsidies of the issuer 67. XVII The issuer’s environmental protection, product quality and technical standards 72. XVIII Application of funds raised by the issuer 73. XIX Business development objectives 74 twenty Litigation, arbitration or administrative punishment 74.21 Evaluation of the legal risk of the issuer’s prospectus 75.22 Concluding observations 76 end 77 Annex I (a) pending arbitration of the issuer as the respondent 78 Annex III (b) litigation and arbitration involving more than 1 million yuan by the issuer as the plaintiff / applicant eighty
interpretation
Unless otherwise specified, the following words have the following meanings in this supplementary legal opinion, except for the meanings already defined in the “interpretation” part of the lawyer work report and the legal opinion:
Annual report of 2021 refers to the annual report of Shenzhen Farben Information Technology Co.Ltd(300925) 2021
The audit report numbered “audit report of tjss [2020] 3-511” issued by Tianjian Certified Public Accountants on April 3, 2020 The audit report numbered “Tian Jian Shen [2021] No. 3-295” issued on April 27, 2021 and the audit report numbered “Tian Jian Shen [2022] No. 3-290” issued on April 22, 2022
The verification report on the use of previously raised funds with the number of “tianjianshen [2022] 3-1” and the verification report on the use of previously raised funds with the number of “tianjianshen [2022] 3-388” issued by Tianjian Certified Public Accountants on January 4, 2022 are collectively referred to as the verification report on the use of previously raised funds with the number of “tianjianshen [2022] 3-388”
The legal opinion of Beijing JunZeJun Law Firm on Shenzhen Shenzhen Farben Information Technology Co.Ltd(300925) Technology Co., Ltd. applying for issuing convertible corporate bonds to unspecified objects, with the number of “JunZeJun [2022] securities Zi” issued by the exchange on March 28, 2022, refers to 2022017-1-21
The lawyer work report numbered “JunZeJun [2022] securities Zi” issued by the exchange on March 28, 2022 refers to the lawyer work report of Beijing JunZeJun Law Firm on Shenzhen Shenzhen Farben Information Technology Co.Ltd(300925) Technology Co., Ltd. applying for issuing convertible corporate bonds to unspecified objects
Anti monopoly Law refers to the anti monopoly law of the people’s Republic of China (revised in 2018)
Antitrust guide refers to the antitrust guide of the antitrust Commission of the State Council on the field of platform economy
Enterprise check refers to enterprise check professional edition（ https://pro.qcc.com./welcome ）
The reporting period refers to 2019, 2020, 2021 and January March 2022
The supplementary verification period refers to the period from the date of issuance of the legal opinion to the date of issuance of this supplementary legal opinion
Note: unless otherwise specified, the meaning of relevant terms in this supplementary legal opinion is consistent with that of the same terms in the legal opinion and lawyer work report.
About Shenzhen Farben Information Technology Co.Ltd(300925)
Applying for issuing convertible corporate bonds to unspecified objects
Supplementary legal opinion (I)
JunZeJun [2022] securities Zi 2022017-2-1 to: Shenzhen Farben Information Technology Co.Ltd(300925)
In accordance with the securities law, the company law, the measures for the administration of registration, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation) jointly issued by the CSRC and the Ministry of justice of the people’s Republic of China, Beijing JunZeJun Law Firm (hereinafter referred to as “the firm”) accepted the entrustment of Shenzhen Farben Information Technology Co.Ltd(300925) (hereinafter referred to as “the issuer” or “the company”) as the special legal adviser of the issuer to apply for issuing convertible corporate bonds to unspecified objects (hereinafter referred to as “the offering”). The firm issued the lawyer work report and legal opinion on the issue on March 28, 2022. According to the requirements of the examination and inquiry letter of Shenzhen Stock Exchange on Shenzhen Farben Information Technology Co.Ltd(300925) applying for issuing convertible corporate bonds to unspecified objects (examination and inquiry letter [2022] No. 020077) (hereinafter referred to as “examination and inquiry letter”) issued by the listing examination center of Shenzhen Stock Exchange on April 18, 2022, and the reporting financial benchmark date of this issuance is adjusted to March 31, 2022, The lawyer of the firm checked the relevant matters involved in the audit inquiry letter and the major matters occurred or changed by the issuer during the supplementary verification period, and issued this supplementary legal opinion.
This supplementary legal opinion is a supplement to the above-mentioned legal opinion and lawyer work report issued by the exchange for the issuer. In case of any inconsistency between the above-mentioned legal opinion and lawyer work report and this supplementary legal opinion, this supplementary legal opinion shall prevail. The lawyers of this firm will not disclose the unchanged contents of the above-mentioned legal opinion and lawyer work report in this supplementary legal opinion. The matters stated in the legal opinion and lawyer work report of the exchange are also applicable to this supplementary legal opinion.
Based on the above, our lawyers, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, issue the following legal opinions:
The first part is the explanation and reply to the questions related to the audit inquiry letter
I Question 2 of the audit inquiry letter
The issuer’s main business is to provide customers with professional information technology outsourcing (ITO) services. This raised investment project plans to build a digital operation comprehensive management platform and an industrial digital intelligent platform. By the end of the reporting period, the company had 2 domain names and 311 software copyrights, including multiple apps and information platforms.
The issuer is requested to supplement: (1) list the business conditions of all websites, apps, wechat applets, official account and other Internet platforms (including off the shelf businesses) provided, participated in or jointly operated by the issuer, its holding subsidiaries and joint-stock companies during the reporting period and at present; (2) Whether the anti-monopoly agreement of the State Council and the guidelines on the participation of the issuer and its subsidiaries (hereinafter referred to as the guidelines on whether the anti-monopoly agreement and the anti-monopoly agreement of the anti-monopoly Committee of the State Council and the guidelines on the participation of the issuer and its subsidiaries) belong to the economic field of the anti-monopoly Committee Abusing the dominant market position and other unfair competition situations, and referring to the relevant national anti-monopoly regulations, whether the issuer has a concentration of business operators that meets the reporting standards and whether it has fulfilled the reporting obligations; (3) Whether the existing businesses of the issuer, its holding subsidiaries and joint-stock companies include businesses directly facing individual users; If yes, please specify the details; (4) Whether the issuer, its holding subsidiaries and joint-stock companies provide customers with relevant services for personal information storage and operation, whether there is any situation of collecting and storing personal information, mining relevant information and providing value-added services, whether there is any situation of making profits from the collected and stored personal information, and explain whether they have obtained corresponding qualifications and the specific situation of providing services; (5) Whether the above businesses of the issuer, its holding subsidiaries and joint-stock companies have been punished or inspected by the regulatory authorities. If so, please explain the specific circumstances.
The sponsor and the issuer’s lawyer are requested to check and express clear opinions, and issue a special verification report on whether the issuer has not violated the provisions of the anti monopoly guide and other relevant documents. Question reply:
In response to the above matters, our lawyers have performed the following verification procedures:
1. Our lawyers have consulted relevant laws and regulations such as the anti-monopoly law, the anti-monopoly guide, the provisions of the State Council on the reporting standards of business concentration (revised in 2018), the Interim Provisions on the prohibition of monopoly agreement, the Interim Provisions on the prohibition of abuse of market dominant position, the interim Provisions on the review of business concentration and so on;
2. the lawyers of the firm query the domain name, app, wechat applet, wechat official account and website owned by the issuer and its holding subsidiaries through the icp/ip address / domain name information filing management system, publicity system, enterprise search and other third-party software of the government service platform of the Ministry of industry and information technology;
3. our lawyers downloaded / consulted the app, wechat applet and wechat official account owned by the issuer and its holding subsidiaries;
4. The lawyer of the firm consulted the main business contracts and other materials of the issuer and its holding subsidiaries;
5. The lawyers of the firm obtain and review the main qualification certificates required by the issuer and its holding subsidiaries to carry out business;
6. The lawyers of this firm have consulted the issuer’s audit report, Shenzhen Farben Information Technology Co.Ltd(300925) foreign investment management system and other relevant announcements, the internal decision-making documents involved in the acquisition of this communication, the audit report of this communication in 2020 and the industrial and commercial change registration materials;
7. The lawyers of the firm, together with the sponsor, interviewed the general manager and relevant business principals of the Issuer on the business situation of the Internet platform, whether there is unfair competition and the declaration of business concentration;
8. The lawyer of the firm has obtained the detailed income statement of the issuer during the reporting period, and verified the types of main customers and sales to individual customers during the reporting period of the company;
9. Our lawyer has obtained the statement issued by the issuer;
10. The lawyer of the firm obtained and consulted the certificate of no violation of laws and regulations issued by the competent authority of the issuer and domestic holding subsidiaries;
11. The lawyer of the firm consulted the details of non operating expenses of the issuer during the reporting period;
12. The issuer and the domestic holding company were queried on the websites of the Anti Monopoly Bureau of the State Administration of market supervision, the China market supervision administrative punishment document network, credit China, publicity system, Shenzhen market supervision and Administration Bureau (Shenzhen Intellectual Property Office), Shanghai market supervision and Administration Bureau, the Ministry of industry and information of the people’s Republic of China, Guangdong Provincial Communications Administration and enterprise investigation
